Bengson has submitted an Offer of Settlement
("Offer") which the Commission has determined to accept.
Bengson acknowledges service of this Order Making Findings and Imposing
Remedial Sanctions ("Order"). Bengson admits the findings
herein and consents to the use of the findings contained in this Order in
this proceeding and in any other proceeding brought by the Commission or
to which the Commission is a party.1

III.

The Commission finds the following:

A. SUMMARY

At various times between June 1995 and
February 1997, Bengson, an associated person ("AP") of a
registered futures commission merchant ("FCM"), defrauded
customers of the FCM by fraudulently allocating trades among customer
accounts, an account he opened in the name of his girlfriend and his
error account. Accordingly, Bengson cheated, defrauded and deceived
customers of the FCM in violation of Sections 4b(a)(i) and (iii) of the
Act.

B. SETTLING
RESPONDENT

Timothy Michael Bengson, age 38, resides at
11924 Charter House Lane, St. Louis, Missouri 63146. Bengson was
registered with the Commission as an AP of a registered FCM pursuant to
Section 4k of the Commodity Exchange Act, as amended (the
"Act"), 7 U.S.C. § 6k (1994), from
November 17, 1992 to May 9, 1997. On
May 9, 1997, the FCM terminated Bengson's employment. In
addition to his AP registration, from at least
February 21, 1997 to at least May 1, 1998, Bengson
was the president of Pro Trader, Inc., a commodity trading advisor that
was registered with the Commission pursuant to Section 4m of the Act,
7 U.S.C. § 6m (1994). Bengson is not currently
registered with the Commission in any capacity.

C. FACTS

In June 1995, Bengson opened a commodity
interest account at the FCM in the name of his then girlfriend ("the
account" or "the girlfriend's account"). Bengson was
the AP on the account and, although the account was non-discretionary,
made the trading decisions for the account. In September or October 1995,
Bengson and his girlfriend ended their relationship and the girlfriend
relocated. Bengson, without his girlfriend's knowledge, continued to
trade the account. In addition, Bengson changed the accountholder's
address on the FCM's records causing the FCM to send account
statements and disbursement checks from the account to a mailbox
maintained by Bengson. Upon receiving the disbursement checks, Bengson
signed his girlfriend's name to the checks and deposited the funds
into a personal account. Bengson made 142 round-turn trades in the
girlfriend's account between June 1995 and February 1997, 134, or 94%
percent, of which were profitable. Profits in that account totaled
approximately $50,000.

During this time, Bengson fraudulently
allocated at least twenty-one (21) trades among the girlfriend's
account, his error account and customer accounts for which Bengson was
the AP. In each instance, Bengson either moved a financially beneficial
trade from a customer's account to the girlfriend's account or
his error account, or moved an unfavorable trade from the
girlfriend's account or his error account to a customer's
account.

Bengson accomplished the fraudulent
allocation by:

a) changing or causing to be changed the
account identification on original floor and/or office order tickets
after the trades were executed but before they were placed in customer
accounts, the girlfriend's account or Bengson's error account;
and

b) changing or causing to be changed the
account identification on the trades after the trades were executed and
assigned to customer accounts or the girlfriend's account through
an instruction to the FCM's back office.

To establish a violation of Section 4b, it
must be established that the respondent acted with scienter. To establish
scienter, Bengson's allocation of trades must be shown to have been
committed "intentionally or with reckless disregard to his
[obligations] under the Act." Hammond v. Smith Barney, Harris,
Upham & Co., [1987-1990 Transfer Binder] Comm. Fut. L. Rep. (CCH)
¶ 24,617 at 36,659 (CFTC March 1, 1990). A determination of
intentional wrongdoing may be supported by inferences from circumstantial
evidence. SeeIn re JCC Inc., [1992-1994 Transfer Binder]
Comm. Fut. L. Rep. (CCH) ¶ 26,080 at 42,579 (CFTC May 12, 1994),
aff'd, 63 F. 3rd 1557 (11th Cir. 1995) (inferences from
circumstantial evidence can be the basis for a finding of culpability);
seealsoIn re Buckwalter, [1990-1992 Transfer
Binder] Comm. Fut. L. Rep. (CCH) ¶ 24,995 at 37,684 n.34 (CFTC Jan.
29, 1991) ("We reject any suggestion that the Division cannot
fulfill its burden under the weight of the evidence standard unless it
produces direct evidence of the factual elements of a trade practice
violation. Reliable circumstantial evidence is not only sufficient, it is
the only evidence that is likely to exist in most cases.").
Therefore, Bengson's intent to defraud may be inferred from the
evidence that establishes the fraudulent allocation, including the
evidence of the cross-outs and account changes on the 21 specific
instances of fraudulent allocation and the 94% success rate in the
account under his control and from which he benefited.

Accordingly, the evidence establishes that
at various times between June 1995 and February 1997, Bengson, while an
AP of an FCM, fraudulently allocated trades between customer accounts and
accounts in which he had a financial interest, in violation of Sections
4b(a)(i) and (iii) of the Act.

IV.

OFFER OF
SETTLEMENT

Bengson has submitted an Offer of Settlement
in which he, subject to the foregoing: acknowledges service of the
Complaint and receipt of this Order; admits the jurisdiction of the
Commission with respect to the matters set forth in the Complaint and
Order; waives a hearing, all post-hearing procedures, judicial review by
any court, any objection to the staff's participation in the
Commission's consideration of the Offer, any claim of double jeopardy
based upon the institution of this proceeding or the entry in this
proceeding of any order imposing a civil monetary penalty or any other
relief, and all claims which he may possess under the Equal Access to
Justice Act, 5 U.S.C. § 504 (1994) and 28 U.S.C. § 2412 (1994),
as amended by Pub. L. No. 104-121, §§ 231-32, 110 Stat. 862-63,
and Part 148 of the Commission Regulations, 17 C.F.R. §§ 148.1,
etseq. (2000), relating to, or arising from this
action.

Bengson stipulates that the record basis on
which this Order is entered consists solely of the Complaint and the
findings consented to in the Offer which are incorporated in this Order,
and consents to the Commission's issuance of this Order, which makes
findings, as set forth above, and orders that Bengson cease and desist
from violating the provisions of the Act he has been found to have
violated, that Bengson be permanently prohibited from trading on or
subject to the rules of any contract market and all contract markets
refuse Bengson trading privileges, beginning the third Monday after the
date of this Order; Bengson pay a contingent civil monetary penalty of up
to $110,000 pursuant to a ten year payment plan; and that Bengson comply
with his undertakings as set forth in his Offer and incorporated in this
Order.

V.

FINDING OF
VIOLATIONS

Solely on the basis of Bengson's
consent, as evidenced by the Offer, and prior to any adjudication on the
merits, the Commission finds that Bengson violated Sections 4b(a)(i) and
(iii) of the Act, 7 U.S.C. §§ 6b(i)(i) and (iii)(1994).

2. Beginning on the third Monday after the
date of the Order, Bengson shall be permanently prohibited from trading
on any contract market, and all contract markets shall refuse Bengson
trading privileges thereon;

3. Bengson shall liquidate all futures and
options positions held by him or on his behalf, or in which he has any
beneficial interest, before the commencement of the denial of his trading
privileges;

4. Bengson shall pay a contingent civil
monetary penalty in the amount of up to one hundred ten thousand dollars
($110,000) pursuant to a payment plan. Bengson shall make an annual civil
monetary penalty payment ("Annual CMP Payment") as directed by
a monitor designated by the Commission ("the Monitor") on or
before July 31 of each calendar year, starting in calendar year 2001 and
continuing for ten years (or until the civil monetary penalty is paid in
full, if that happens first).2
Bengson shall make each such Annual CMP Payment by U.S. postal money
order, certified check, bank cashier's check, or bank money order,
made payable to the Commodity Futures Trading Commission, and addressed
to Dennese Posey, or her successor, Division of Trading and Markets,
Commodity Futures Trading Commission, 1155 21st Street, N.W.,
Washington D.C. 20581 under cover of a letter that identifies Bengson and
the name and docket number of the proceeding. A copy of the cover letter
and the form of payment shall be simultaneously transmitted to Phyllis J.
Cela, Acting Director, Division of Enforcement, Commodity Futures Trading
Commission, or her successor at 1155 21st Street, N.W.,
Washington, D.C. 20581.

The amount of Bengson's Annual CMP
Payment shall consist of a portion of (1) the adjusted gross income (as
defined by the Internal Revenue Code) earned or received by Bengson
during the course of the preceding calendar year, plus (2) all other net
cash receipts, net cash entitlements or net proceeds of non-cash assets
received by Bengson during the course of the preceding calendar year. The
Annual CMP Payment will be determined as follows:

Where Adjusted Gross Income plus
Net Cash Receipts Total:

Percent of Total to be paid by
Bengson is:

Up to $25,000

0%

$25,000 - $50,000

20% of the amount above $25,000

$50,000- $100,000

20% of the amount between $25,000 and
$50,000 plus 30% of the amount between $50,000 and $100,000;

Above-$100,000

20% of the amount between $25,000 and
$50,000 plus 30% of the amount between $50,000 and $100,000 plus
40% of the amount over $100,000; and

5. In the event that Bengson does not make
payments as directed in paragraph 4, above, the Commission may bring a
proceeding or an action to enforce compliance with this Order and at its
option may seek payment of the unpaid Annual CMP payment(s) or immediate
payment of the entire amount of the civil monetary penalty required by
paragraph 4. The only issue Bengson may raise in defense of such
enforcement action is whether Bengson has made the Annual CMP Payment(s)
as directed by the Monitor. Any action or proceeding brought by the
Commission compelling payment of the Annual CMP Payments, due and owing
pursuant to paragraph 4, above, or any portion thereof, or any acceptance
by the Commission of partial payment of the Annual CMP Payments made by
Bengson, shall not be deemed a waiver of Bengson's obligation to make
further payments pursuant to the payment plan, or a waiver of the
Commission's right to seek to compel payments of the remaining
balance of the civil monetary penalty assessed against Bengson.

6. The Commission notes that an order
requiring immediate payment of the civil monetary penalty against Bengson
would be appropriate in this case, but does not impose it based upon
Bengson's financial condition. Bengson acknowledges that the
Commission's acceptance of the Offer is conditioned upon the accuracy
and completeness of the sworn Financial Statement and other evidence
Bengson has provided regarding his financial condition. Bengson consents
that if at any time following entry of this Order, The Division of
Enforcement ("Division") of the Commission obtains information
indicating that Bengson's representations concerning his financial
condition were fraudulent, misleading, inaccurate or incomplete in any
material respect at the time they were made, the Division may, at any
time following the entry of this Order, petition the Commission to: (1)
reopen this matter to consider whether Bengson provided accurate and
complete financial information at the time such representations were
made; (2) require immediate payment of the full amount of the civil
monetary penalty required in paragraph 4 above; and (3) seek any
additional remedies that the Commission would be authorized to impose in
this proceeding if Bengson's Offer had not been accepted. No other
issues shall be considered in connection with this petition other than
whether the financial information provided by Bengson was fraudulent,
misleading, inaccurate or incomplete in any material respect, and whether
any additional remedies should be imposed. Bengson may not, by way of
defense to any such petition, contest the validity of or, or the findings
in, this Order, assert that payment of a civil monetary penalty should
not be ordered, or contest the amount of the civil monetary penalty to be
paid. If in such proceeding, the Division petitions for, and the
Commission orders, payment of less than the full amount of the civil
monetary penalty, such petition shall not be deemed a waiver of
Bengson's obligation to pay the remaining balance of the civil
monetary penalty assessed against him, pursuant to the payment plan;
and

7. Bengson shall comply with the following
undertakings as set forth in his Offer:

A. Reporting/Disclosure Requirements to
be Reviewed by Monitor. Bengson shall provide his sworn financial
statement to the Monitor on June 30 and December 31 of each calendar
year, starting on December 31, 2001, and continuing through and
including June 30, 2011. The financial statement shall provide:

i. a true and complete itemization of all
of Bengson's rights, title and interest in (or claimed in) any
asset, wherever, however and by whomever held;

ii. an itemization, description and
explanation of all transfers of assets with a value of $1,000 or more
made by or on behalf of Bengson over the preceding six-month interval;
and

iii. a detailed description of the source
and amount of all of Bengson' income or earnings, however
generated.

Bengson shall also provide the Monitor with complete copies of
his signed federal income tax return, including all schedules and
attachments thereto (e.g., IRS Forms W-2 and Forms 1099), as
well as any filings he is required to submit to any state tax or
revenue authority, on or before June 30 of each calendar year or as
soon thereafter as the same are filed. In the event Bengson moves his
residence at any time, he shall provide written notice of his new
address to the Monitor and the Commission within ten (10) calendar days
thereof.

B. Cooperation. Bengson shall
cooperate fully and expeditiously with the Monitor and the Commission
in carrying out all aspects of his Annual Payment. He shall cooperate
fully with the Monitor and the Commission in explaining his financial
income and earnings, status of assets, financial statements, asset
transfers, tax returns, and shall provide any information concerning
himself as may be required by the Commission. Furthermore, Bengson
shall provide such additional information and documents with respect
thereto as may be requested by the Monitor or the Commission.

C. Fraudulent Transfers. Bengson
shall not transfer or cause others to transfer funds or other property
to the custody, possession, or control of any member of Bengson'
family or any other person for the purpose of concealing such funds or
property from the Monitor or the Commission.

D. Registration With The
Commission. Bengson shall never apply for registration or seek
exemption from registration with the Commission in any capacity, and
shall never engage in any activity requiring registration or exemption
from registration, except as provided for in Section 4.14(a)(9) of the
Commission's Regulations, 17 C.F.R. § 4.14(a)(9), or act as a
principal, agent, officer or employee of any person registered,
required to be registered, or exempted from registration, unless such
exemption is pursuant to Section 4.14(a)(9) of the Commission's
Regulations, 17 C.F.R. § 4.14(a)(9); and

E. Bengson shall not, beginning on the
date of the Order:

1. directly or indirectly act as a
principal, partner, officer, or branch office manager of any entity
registered or required to be registered with the Commission;
and

2. directly or indirectly act in any
supervisory capacity over anyone registered or required to be
registered with the Commission.

F. By admitting the allegations of the
Complaint, Bengson agrees that neither Bengson nor any of his agents or
employees under his authority or control shall take any action or make
any public statement denying, directly or indirectly, any allegations
in the Complaint or findings or conclusions in the Order or creating,
or tending to create, the impression that the Complaint or the Order is
without a factual basis; provided, however, that nothing in this
provision affects Bengson's: (i) testimonial obligations; or (ii)
right to take legal positions in other proceedings to which the
Commission is not a party. Bengson will undertake all steps necessary
to assure that all of his agents and employees under his authority or
control understand and comply with this agreement.

Unless otherwise specified, the provisions
of this Order shall be effective on this date.

By the Commission.

Dated: October 2, 2000

______________________

Jean A. Webb

Secretary to the Commission

Commodity Futures Trading
Commission

NOTES:

1
Bengson does not consent to the use of the Offer, the findings consented
to in the Offer or this Order as the sole basis for any other proceeding
brought by the Commission, other than a proceeding brought to enforce the
terms of this Order. Nor does he consent to the use of the Offer, the
findings consented to in the Offer or this Order by any other party in
any other proceeding.

2
Bengson's ten-year CMP period shall run from January 1, 2001 through
December 31, 2010. Annual CMP payments for a calendar year shall take
place by July 31 of the following year. Therefore, the final Annual CMP
payment for the year 2010 will occur on or before July 31, 2011.